Procedure to Manage the Register of Persons having access to Inside Information

Transcription

1 Procedure to Manage the Register of Persons having access to Inside Information

2 Foreword Obligation concerning the Register Establishment of the Register Keeping, managing and updating the Register Content of the entries in the Register and related updates Treatment of personal data Amendments and integrations

3 FOREWORD Pursuant to Article 18 of Regulation (EU) No 596/2014 of the European Parliament and of the EU Council of 16 April 2014 on market abuse (Market Abuse Regulation) ( MAR ) issuers and persons acting in their name or on their behalf are required to establish, manage and update a register (the "Register") listing the persons who have access to inside information, as defined in Article 7 of MAR ("Inside Information") According to the provisions of Article 7, the expression Inside Information shall be understood to mean information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments 1. The purpose of the obligation to establish and maintain the abovementioned Register is to incentivize business operators to pay more attention to the value of Inside Information and, thus, to promote the adoption of adequate internal procedures to monitor the circulation of Inside Information before it is disclosed to the public. The regulation referred to in Article 18 MAR and the respective implementation provisions set forth in Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 ( ITS 347 ) aim at facilitating the task of the entity with jurisdiction over insider trading investigations. The provisions of this Procedure (the" Procedure") went into effect with mandatory effectiveness as of July 3, Any subsequent amendments and/or integrations shall go into effect on the day the Procedure is posted on the company website, or on any other date required pursuant to the provisions of laws and regulations or by a resolution of the Board of Directors. 1 Pursuant to Article 7, paragraph 2 of MAR,, information shall be deemed to be of a "precise nature" if it indicates a set of circumstances which exists or which may reasonably be expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instrument, the related spot commodity contracts, or the auctioned products based on the emission allowances. In this respect in the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information". Therefore the Register shall list persons having access to inside information both relating to events or set of circumstances already occurred and to events or set of circumstances that may reasonably be expected to come into existence or occur. 3

4 1. OBLIGATIONS CONCERNING THE REGISTER 1.1 Pursuant to Article 18, paragraph 1 of MAR, DiaSorin S.p.A. (the "Company" or the "Issuer") shall: (a) (b) (c) draw up a Register; promptly update the Register in accordance with article 3 of this Procedure; and provide the Register to the competent Authority as soon as possible upon its request. 1.2 Listing in the Register is required for persons who (i) have access to Inside Information; for persons who(ii) have a professional relationship with the Company (under a contract of employment or otherwise); for persons who (iii) perform tasks through which they have access to inside information (such as advisers, accountants or credit rating agencies). 2. ESTABLISHMENT OF THE REGISTER 2.1 The Company shall establish the Register in accordance with Article 18 of MAR and with ITS The Issuer shall ensure that the Register is divided into separate sections concerning different Inside Information 2 (the "Single Section"). A new special Single Section shall be added to the Register upon the identification of new Inside Information. Each Single Section shall only include details of persons having access to the inside information relevant to that section. Without prejudice to the provision of article 2.5 below, persons to be listed in or to be removed from the Single Section of the Register shall be identified by the Chief Executive Officer and subsequently communicated to the Designated Subject who shall timely list or remove the persons from the Single Section of the Register according to due diligence, as specified in Article 3 of the Procedure. 2.3 The Company shall draw up and update the Register in an electronic format in order to constantly ensure the confidentiality and the accuracy of the information contained therein as well as the access and the retrieval of previous versions of the Register. The electronic format shall be compliant with Template 1 of Annex I of ITS 347, available in paper format under sub Annex "A" of this Procedure. 2.4 The Company may insert into its Register a supplementary section (the 2 By way of example, a special Section shall be created for each contract, project, business or financial event, publication of financial statements or report of profits below expectations, etc. 4

5 "Permanent Section") where, if any, providing the details of persons who have access at all times to all inside information ("Permanent Insiders" together with persons listed in the Single Section, the "Listed Persons"). This section drafted in an electronic format shall be compliant with Template 2 of Annex I of ITS 347, available in paper format sub Annex "B" of this Procedure. Permanent Insiders data being available in the Permanent Section are not included in the Single Sections of the Register. For the purpose of this Procedure persons who, within the Company, hold the posts or perform the functions listed below are deemed to be persons listed in the Permanent Section, if any: (i) (ii) (iii) (iv) Chairman of the Board of Directors; Vice-Chairman of the Board of Directors; Executive Directors; Chief Financial Officer. The Board of Directors or, in urgent cases, the Chief Executive Officer in collaboration with the Chairman shall indicate any further persons to be listed in or removed from the Permanent Section. The names of the Permanent Insiders to be listed or as the case may be, to be removed, shall be communicated to the Designated Subject who promptly registers the Permanent Insiders in the Permanent Section of the Register according to due diligence, as specified in article 3 of this Procedure. 2.5 Listed Persons shall, in turn, identify to the best of their knowledge: (a) additional persons who, as part of their structure or business function within the Issuer or Group company belonging to the Issuer, may have access to Inside Information and (b) third parties (for example, independent auditors and/or legal, tax consultants and other advisors, etc.) who (i) may have access to Inside Information and,therefore, shall be listed in a Single Section of the Register or who (ii) may have ceased to access to Inside Information and,therefore, shall be removed from the Single Section of the Register. Pursuant to article 3.4 below Listed Persons shall communicate the names of persons being identified, in accordance with the above, to the Designated Subject (as set forth in article 3.1) who, in agreement with the Chief Executive Officer and having established their regular listing in the Register, shall promptly update the Register according to due diligence, as specified in article 3 of the Procedure. 3. KEEPING, MANAGING AND UPDATING THE REGISTER 5

6 3.1 The Head of the Corporate Legal Affairs (Corporate Counsel and Corporate Affairs Department) of the Company (the Designated Subject ) shall be in charge of keeping the Register and shall make, on the basis of the Chief Executive Officer instructions where required by this Procedure or if deemed appropriate, the required entries and related updates on the basis of information received by persons specified in articles 2.4 and 2.5 above. Moreover, the Designated Subject shall monitor persons listed in each Single Section of the Register, making sure registration data are consistent with parties referred to in article who, by virtue of the provisions envisaged by the aforementioned articles and in accordance with modalities and criteria specified therein, are required to transmit to the Designated Subject the information concerning persons to be listed in or to be removed from the Single Section of the Register. It is understood that Listed Persons shall be responsible for the quality and accuracy of the information they communicate, ensuring that it is complete and updated on timely basis. 3.2 The Register shall be promptly updated in the following circumstances: (a) (b) (c) where there is a change in the reason for including a Registered Person in the Register; where there is a new person who has access to Inside Information and needs, therefore, to be added to the Register; where a Listed Person ceases to have access to Inside Information. Each update shall specify the date and time when the change triggering the update occurred. 3.3 Data of Listed Persons shall be retained for a period of at least five years since the circumstances which had caused the registration or the update ceased to exist. 3.4 The communication of Listed Persons to the Designated Subject relating to being listed in or removed from the Single Section of the Register as referred to in article 2.5 of the Procedure shall be sent in writing to the address: affarisocietari@diasorin.it providing all the required information for a correct and complete entry and update of the Register pursuant to this Procedure. The Designated Subject shall update the Register with the information received. If the Designated Subject finds out that one ore more data are missing, he/she shall notify the Listed Persons who shall promptly communicate the missing information. 3.5 The Designated Subject shall communicate the listing in the Register and any subsequent update (including the deletion) to the persons concerned. The communication shall be given in a timely manner and in any case within 3 working days counting from the date the events occurred. To this end the Designated Subject shall deliver or send a notification, (the Transmission 6

7 Letter ), to Listed Persons (by registered letter with return receipt and in advance by or by certified electronic mail) through which Listed Persons are informed about their listing in the Register (or its subsequent update), and in case of a first entry about legal and regulatory duties under this Procedure and about sanctions applicable in relation to an infringement of said Procedure. A copy of the Procedure shall be enclosed to the aforesaid Transmission Letter (prepared in accordance with Annex C of this Procedure). The Listed Persons are required to communicate, no later than 3 working days from the date the Transmission Letter was sent or received, in writing to the Designated Subject they received the information by undersigning the letter for full acceptance of the provisions contained and/or referred to therein. 3.6 When adopting the Procedure for the first time, terms set out in article 3.5 concerning requirements to be fulfilled by the Designated Subject shall run from the date during which the Procedure came into force in connection with persons that have already been listed in the Register on this date. 4. CONTENT OF THE ENTRIES IN THE REGISTER AND RELATED UPDATES 4.1 Taking into account the sections of the Register pursuant to article 2 (that is Single Sections and any Permanent Section), the Designated Subject shall list the following information in the Register: (A) (B) date and time when the section was created meaning date and time when the Inside Information was identified; for each Registered Person: date and time when the persona was listed in the Register meaning date and time when the Registered Person had access to Inside Information; (ii) identity of the person who has access to Inside Information: (a) for individuals the information provided shall include: first and last name, professional and personal telephone number (home and personal mobile telephone numbers) date of birth, tax identification number, personal full home address (street name and number, city, post/zip code, Country), address for communications related to the Procedure; (b) for legal entities, institutions or professional associations the information provided shall include: name, registered office location, VAT identification number, in addition to data as referred to in letter (a) relating to a reference party who is able to identify the persons (belonging to institutions or professional associations or connected to the same entity) who had access to Inside Information; 7

8 (iii) (iv) (v) (vi) (vii) (viii) company to which the person belongs and type of relationship with the Company; reason why the person is being listed in the Register; update of the information contained in the Register and reason for the update; date and time of any update of information already listed in the Group Register; deletion and reason of the deletion from the Register; date and time when a person was deleted from the Register, meaning date and time when the Registered Person ceased to have regular access to Inside Information. 5. TREATMENT OF PERSONAL DATA 5.1 For the purposes of this Procedure, the Company may have to process certain personal data of the persons listed in the Register. The affected persons will then be asked to consent to the treatment of their personal data by the Company or by managers and/or responsible parties designated by the Company, pursuant to and in accordance with Legislative Decree No. 196/2003, as amended, having been made cognizant of the following: (a) (b) (c) the purpose for which the data are processed and the method used; the mandatory nature of the conveyance of data; the persons or person categories to whom the data may be communicated and the scope of dissemination of the data; (d) the rights pursuant to Article 7 of Legislative Decree No. 196/2003; (e) the first and last name or company name and the domicile or residence or registered office of the owner and responsible party: - Owner: DiaSorin S.p.A., with registered office at Saluggia (VC), Via Crescentino, without building number; - Responsible party: Michela Tomei at DiaSorin S.p.A. - Via Crescentino, without building number Saluggia (VC). 5.2 By the delivery to the Designated Subject of the communication referred in article 3.5 above, duly signed by the interested party, consent shall be deemed to have been validly given, pursuant to and for the purposes of Legislative Decree No. 196/

9 6. AMENDMENTS AND INTEGRATIONS 6.1 The provision of this Procedure shall be updated and/or integrated by and under the responsibility of the Company s Board of Directors, taking into account all applicable provisions of laws and regulations and the implementation experience and market practices that will be developed in this area. 6.2 Should it be necessary to update and/or integrate individual provisions of this Procedure in response to changes in the applicable provisions of laws and regulations, or due to specific requests received from regulatory authorities, and in cases of demonstrable urgency, this Procedure may be amended and/or integrated by the Chairman of the Board of Directors or the Chief Executive Officer or the Secretary of the Board of Directors, but the amendments and/or integrations shall be ratified by the Board of Directors at its next meeting. * * * Annexes: Annex "A": Template 1 of Annex I of ITS 347 Annex "B": Template 2 of Annex I of ITS 347. Annex C : Transmission Letter Template. 9

10 ANNEX A TEMPLATE 1, ANNEX I, ITS 347 * * * Insider list: section related to [Name of the deal-specific or event-based inside information] Date and time (of creation of this section of the insider list, i.e. when this inside information was identified): [ yyyy-mmdd; hh:mm CUT (Coordinated Universal Time)] Date and time (last update): [ yyyy-mm-dd, hh:mm CUT (Coordinated Universal Time)] Date of transmission to the competent authority: [ yyyy-mm-dd ] First name(s) of the insider Surname(s) of the insider Birth surname(s ) of the insider (if different) Professional telephone number(s) (work direct telephone line and work mobile numbers) Function and Company name reason for and address being insider Obtained (th e date and time at which a person obtained access to inside information) Ceased (the date and time at which a person ceased to have access to inside information) Date of birth National Id entification Number (if applicable) Personal telephone numbers ( home and personal mobile telephone numbers) Personal full home address (street name; street number; city; post/zip code; country) [Text] [Text] [Text] [Numbers (no spaces)] [Address of issuer/emission allowance market participant/auctio n platform/auctione er/auction monitor or third party of insider] [Text describing role, function and reason for being on this list] [yyyy-mm-dd, hh:mm CUT] [yyyy-mm-dd, hh:mm CUT] [yyyy-mmdd] [Number and/or text] [Numbers (no spaces)] [detailed personal address of the insider: Street name and number City Post/zip code Country]

11 ANNEX B TEMPLATE 2 ANNEX I, ITS 347 * * * Permanent insiders section of the insider list Date and time (of creation of the permanent insiders section) [yyyy-mm-dd, hh:mm CUT (Coordinated Universal Time)] Date and time (last update): [ yyyy-mm-dd, hh:mm CUT (Coordinated Universal Time)] Date of transmission to the competent authority: [ yyyy-mm-dd] First name(s) of the insider Surname(s) o f the insider Birth surname(s) of the insider (if different) Professional telephone number(s) (work direct telephone line and work mobile numbers) Company name and address Function and reason for being insider Included (the date and time at which a person was included in the permanent insider section) Date of birth National Identification Number(if applicable) Personal telephone numbers (h ome and personal mobile telephone numbers) Personal full home address (street name; street number; city; post/zip code; country) [Text] [Text] [Text] [Numbers (no spaces)] [Address of issuer/emission allowance market participant/auction platform/auctioneer /auction monitor or third party of insider] [Text describing role, function and reason for being on this list] [yyyy-mm-dd, hh:mm CUT] [yyyy-mmdd] [Number and/or text] [Numbers (no spaces)] [detailed personal address of the insider Street name and number City Post/zip code Country] 11

12 ANNEX C TRANSMISSION LETTER TEMPLATE * * * [DiaSorin S.p.A. letterhead] [Dear / Messrs address by registered letter with return receipt and in advance by or by certified electronic mail] Subject: Listing in the Register of persons having access to Inside Information We hereby inform you that on [ ] you have been listed in the "Register of persons having access to Inside Information" (the Register ) established by DiaSorin S.p.A. (the Company ) as required by article 18 of Regulation (EU) No 596/2014 of the European Parliament and of the EU Council of 16 April 2014 on market abuse (Market Abuse Regulation) ( MAR ) and the respective implementation provisions set forth in Commission Implementing Regulation (EU) 2016/347 of 10 March 2016 concerning [in case of being listed (i) in a Single Section (art. 2.2 of the Procedure): operation/event during which listing occurs; (ii) in the Permanent Section (art. 2.4 of the Procedure): specify post/function held/ by the Persons being listed]. The Procedure to manage the Register of persons having access Inside Information (the Procedure ) came into force as of 3 July Guidelines on inside information are provided in article 7 MAR, which is annexed hereto, and in the Procedure to manage Inside Information published on the Company website at Section Investor Relation/Governance/Corporate Governance System. A set out in article 3.1 of the Procedure the Designated Subject in charge of keeping the Register is the pro-tempore Head of the Corporate Legal Affairs (Corporate Counsel and Corporate Affairs Department) We invite you to provide the aforesaid Designated Subject the information required under article 4.1 of the Procedure. The Company shall inform you when you will be removed from the Register with reference to [(i) operation/event during which listing occurred; or (ii) post/function held/ for being listed], in addition to any update of the Register that may be relevant to you. We invite you to read the Normative Appendix annexed hereto concerning legal and

13 regulatory duties under the Procedure and sanctions applicable in relation to an infringement of said Procedure as well as subsequent amendments and integrations; these regulations are easily available on the Consob website We hereby inform you that because of your role you are required to observe confidentiality obligations concerning inside information you may receive during your activity and that should not be disclosed in any way. For the purpose of acceptance, we invite you to send us a copy of this notification, within 3 working days from its receipt, duly signed together with a copy of the Procedure, that is herein annexed, signed on each page as a sign of full acceptance, in accordance with the following procedures: by registered letter with return receipt to the following address: DiaSorin S.p.A. Via Crescentino, without building number Saluggia (VC); by fax at number: ; by at: affarisocietari@diasorin.it; by certified electronic mail at: affarisocietari.pec@legal.diasorin.it. [place, date] DiaSorin S.p.A. [ ] (as Designated Subject) Annexes: normative appendix; copy of the Procedure to be kept by the Listed Person; * * * For full acceptance: [ ] (as Listed Person) Date: Place: 13

14 NORMATIVE APPENDIX * * * Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 ( MAR ) Chapter 2 Inside information, insider dealing, unlawful disclosure of inside information and market manipulation Article 7 MAR Inside information 1. For the purposes of this Regulation, inside information shall comprise the following types of information: a)information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments; b) in relation to commodity derivatives, information of a precise nature, which has not been made public, relating, directly or indirectly to one or more such derivatives or relating directly to the related spot commodity contract, and which, if it were made public, would be likely to have a significant effect on the prices of such derivatives or related spot commodity contracts, and where this is information which is reasonably expected to be disclosed or is required to be disclosed in accordance with legal or regulatory provisions at the Union or national level, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets; c) in relation to emission allowances or auctioned products based thereon, information of a precise nature, which has not been made public, relating, directly or indirectly, to one or more such instruments, and which, if it were made public, would be likely to have a significant effect on the prices of such instruments or on the prices of related derivative financial instruments; d)for persons charged with the execution of orders concerning financial instruments, it also means information conveyed by a client and relating to the client s pending orders in financial instruments, which is of a precise nature, relating, directly or indirectly, to one or more issuers or to one or more financial instruments, and which, if it were made public, would be likely to have a significant effect on the prices of those financial instruments, the price of related spot commodity contracts, or on the price of related derivative financial instruments. 2. For the purposes of paragraph 1, information shall be deemed to be of a precise nature if it indicates a set of circumstances which exists or which may reasonably be 14

15 expected to come into existence, or an event which has occurred or which may reasonably be expected to occur, where it is specific enough to enable a conclusion to be drawn as to the possible effect of that set of circumstances or event on the prices of the financial instruments or the related derivative financial instrument, the related spot commodity contracts, or the auctioned products based on the emission allowances. In this respect in the case of a protracted process that is intended to bring about, or that results in, particular circumstances or a particular event, those future circumstances or that future event, and also the intermediate steps of that process which are connected with bringing about or resulting in those future circumstances or that future event, may be deemed to be precise information. 3. An intermediate step in a protracted process shall be deemed to be inside information if, by itself, it satisfies the criteria of inside information as referred to in this Article. 4. For the purposes of paragraph 1, information which, if it were made public, would be likely to have a significant effect on the prices of financial instruments, derivative financial instruments, related spot commodity contracts, or auctioned products based on emission allowances shall mean information a reasonable investor would be likely to use as part of the basis of his or her investment decisions. In the case of participants in the emission allowance market with aggregate emissions or rated thermal input at or below the threshold set in accordance with the second subparagraph of Article 17(2), information about their physical operations shall be deemed not to have a significant effect on the price of emission allowances, of auctioned products based thereon, or of derivative financial instruments. 5. ESMA shall issue guidelines to establish a non-exhaustive indicative list of information which is reasonably expected or is required to be disclosed in accordance with legal or regulatory provisions in Union or national law, market rules, contract, practice or custom, on the relevant commodity derivatives markets or spot markets as referred to in point (b) of paragraph 1. ESMA shall duly take into account specificities of those markets. Article 18 MAR Insider lists 1. Issuers or any person acting on their behalf or on their account, shall: a) draw up a list of all persons who have access to inside information and who are working for them under a contract of employment, or otherwise performing tasks through which they have access to inside information, such as advisers, accountants or credit rating agencies (insider list); b) promptly update the insider list in accordance with paragraph 4; and 15

16 c) provide the insider list to the competent authority as soon as possible upon its request. 2. Issuers or any person acting on their behalf or on their account, shall take all reasonable steps to ensure that any person on the insider list acknowledges in writing the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information. Where another person acting on behalf or on the account of the issuer assumes the task of drawing up and updating the insider list, the issuer remains fully responsible for complying with this Article. The issuer shall always retain a right of access to the insider list. 3. The insider list shall include at least: a) the identity of any person having access to inside information; b) the reason for including that person in the insider list; c) the date and time at which that person obtained access to inside information; and d) the date on which the insider list was drawn up. 4. Issuers or any person acting on their behalf or on their account shall update the insider list promptly, including the date of the update, in the following circumstances: a) where there is a change in the reason for including a person already on the insider list; b) where there is a new person who has access to inside information and needs, therefore, to be added to the insider list; and c) where a person ceases to have access to inside information. Each update shall specify the date and time when the change triggering the update occurred. 5. Issuers or any person acting on their behalf or on their account shall retain the insider list for a period of at least five years after it is drawn up or updated. 6. Issuers whose financial instruments are admitted to trading on a SME growth market shall be exempt from drawing up an insider list, provided that the following conditions are met: a) the issuer takes all reasonable steps to ensure that any person with access to inside information acknowledges the legal and regulatory duties entailed and is aware of the sanctions applicable to insider dealing and unlawful disclosure of inside information; and 16

17 b) the issuer is able to provide the competent authority, upon request, with an insider list. 7. This Article shall apply to issuers who have requested or approved admission of their financial instruments to trading on a regulated market in a Member State or, in the case of an instrument only traded on a MTF or a OTF, have approved trading of their financial instruments on an MTF or an OTF or have requested admission to trading of their financial instruments on an MTF in a Member State. 8. Paragraphs 1 to 5 of this Article shall also apply to: a) emission allowance market participants in relation to inside information concerning emission allowances that arises in relation to the physical operations of that emission allowance market participant; b) any auction platform, auctioneer and auction monitor in relation to auctions of emission allowances or other auctioned products based thereon that are held pursuant to Regulation (EU) No 1031/ In order to ensure uniform conditions of application of this Article, ESMA shall develop draft implementing technical standards to determine the precise format of insider lists and the format for updating insider lists referred to in this Article. ESMA shall submit those draft implementing technical standards to the Commission by 3 July Power is conferred on the Commission to adopt the implementing technical standards referred to in the first subparagraph in accordance with Article 15 of Regulation (EU) No 1095/2010. Chapter 5 Administrative measures and sanctions Article 30 MAR Administrative sanctions and other administrative measures 1. Without prejudice to any criminal sanctions and without prejudice to the supervisory powers of competent authorities under Article 23, Member States shall, in accordance with national law, provide for competent authorities to have the power to take appropriate administrative sanctions and other administrative measures in relation to at least the following infringements: a) infringements of Articles 14 and 15, Article 16(1) and (2), Article 17(1), (2), (4) and (5), and (8), Article 18(1) to (6), Article 19(1), (2), (3), (5), (6), (7) and (11) and Article 20(1); and 17

18 b) failure to cooperate or to comply with an investigation, with an inspection or with a request as referred to in Article 23(2). Member States may decide not to lay down rules for administrative sanctions as referred to in the first subparagraph where the infringements referred to in point (a) or point (b) of that subparagraph are already subject to criminal sanctions in their national law by 3 July Where they so decide, Member States shall notify, in detail, to the Commission and to ESMA, the relevant parts of their criminal law. By 3 July 2016, Member States shall notify, in detail, the rules referred to in the first and second subparagraph to the Commission and to ESMA. They shall notify the Commission and ESMA without delay of any subsequent amendments thereto. 2. Member States shall, in accordance with national law, ensure that competent authorities have the power to impose at least the following administrative sanctions and to take at least the following administrative measures in the event of the infringements referred to in point (a) of the first subparagraph of paragraph 1: a)an order requiring the person responsible for the infringement to cease the conduct and to desist from a repetition of that conduct; b) the disgorgement of the profits gained or losses avoided due to the infringement insofar as they can be determined; c) a public warning which indicates the person responsible for the infringement and the nature of the infringement; d)withdrawal or suspension of the authorisation of an investment firm; e) a temporary ban of a person discharging managerial responsibilities within an investment firm or any other natural person, who is held responsible for the infringement, from exercising management functions in investment firms; f) in the event of repeated infringements of Article 14 or 15, a permanent ban of any person discharging managerial responsibilities within an investment firm or any other natural person who is held responsible for the infringement, from exercising management functions in investment firms; g)a temporary ban of a person discharging managerial responsibilities within an investment firm or another natural person who is held responsible for the infringement, from dealing on own account; h) maximum administrative pecuniary sanctions of at least three times the amount of the profits gained or losses avoided because of the infringement, where those can be determined; i) in respect of a natural person, maximum administrative pecuniary sanctions of at least: 18

19 i) for infringements of Articles 14 and 15, EUR or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; ii) for infringements of Articles 16 and 17, EUR or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and iii) for infringements of Articles 18, 19 and 20, EUR or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and j) in respect of legal persons, maximum administrative pecuniary sanctions of at least: i) for infringements of Articles 14 and 15, EUR or 15 % of the total annual turnover of the legal person according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; ii) for infringements of Articles 16 and 17, EUR or 2 % of its total annual turnover according to the last available accounts approved by the management body, or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July 2014; and iii) for infringements of Articles 18, 19 and 20, EUR or in the Member States whose currency is not the euro, the corresponding value in the national currency on 2 July References to the competent authority in this paragraph are without prejudice to the ability of the competent authority to exercise its functions in any ways referred to in Article 23(1). For the purposes of points (j)(i) and (ii) of the first subparagraph, where the legal person is a parent undertaking or a subsidiary undertaking which is required to prepare consolidated financial accounts pursuant to Directive 2013/34/EU, the relevant total annual turnover shall be the total annual turnover or the corresponding type of income in accordance with the relevant accounting directives Council Directive 86/635/EEC for banks and Council Directive 91/674/EEC for insurance companies according to the last available consolidated accounts approved by the management body of the ultimate parent undertaking, or; 3. Member States may provide that competent authorities have powers in addition to those referred to in paragraph 2 and may provide for higher levels of sanctions than those established in that paragraph. Article 31 MAR 19

20 Exercise of supervisory powers and imposition of sanctions 1. Member States shall ensure that when determining the type and level of administrative sanctions, competent authorities take into account all relevant circumstances, including, where appropriate: a)the gravity and duration of the infringement; b) the degree of responsibility of the person responsible for the infringement; c) the financial strength of the person responsible for the infringement, as indicated, for example, by the total turnover of a legal person or the annual income of a natural person; d)the importance of the profits gained or losses avoided by the person responsible for the infringement, insofar as they can be determined; e) the level of cooperation of the person responsible for the infringement with the competent authority, without prejudice to the need to ensure disgorgement of profits gained or losses avoided by that person; f) previous infringements by the person responsible for the infringement; and g)measures taken by the person responsible for the infringement to prevent its repetition. 2. In the exercise of their powers to impose administrative sanctions and other administrative measures under Article 30, competent authorities shall cooperate closely to ensure that the exercise of their supervisory and investigative powers, and the administrative sanctions that they impose, and the other administrative measures that they take, are effective and appropriate under this Regulation. They shall coordinate their actions in accordance with Article 25 in order to avoid duplication and overlaps when exercising their supervisory and investigative powers and when imposing administrative sanctions in respect of cross-border cases. Article 34 MAR Publication of decisions 1. Subject to the third subparagraph, competent authorities shall publish any decision imposing an administrative sanction or other administrative measure in relation to an infringement of this Regulation on their website immediately after the person subject to that decision has been informed of that decision. Such publication shall include at least information on the type and nature of the infringement and the identity of the person subject to the decision. 20

21 The first subparagraph does not apply to decisions imposing measures that are of an investigatory nature. Where a competent authority considers that the publication of the identity of the legal person subject to the decision, or of the personal data of a natural person, would be disproportionate following a case-by-case assessment conducted on the proportionality of the publication of such data, or where such publication would jeopardise an ongoing investigation or the stability of the financial markets, it shall do any of the following: a) defer publication of the decision until the reasons for that deferral cease to exist; or b) publish the decision on an anonymous basis in accordance with national law where such publication ensures the effective protection of the personal data concerned; c) not publish the decision in the event that the competent authority is of the opinion that publication in accordance with point a) or b) will be insufficient to ensure: i) that the stability of financial markets is not jeopardised; or ii) the proportionality of the publication of such decisions with regard to measures which are deemed to be of a minor nature. Where a competent authority takes a decision to publish a decision on an anonymous basis as referred to in point b) of the third subparagraph, it may postpone the publication of the relevant data for a reasonable period of time where it is foreseeable that the reasons for anonymous publication will cease to exist during that period. 2. Where the decision is subject to an appeal before a national judicial, administrative or other authority, competent authorities shall also publish immediately on their website such information and any subsequent information on the outcome of such an appeal. Moreover, any decision annulling a decision subject to appeal shall also be published. 3. Competent authorities shall ensure that any decision that is published in accordance with this Article shall remain accessible on their website for a period of at least five years after its publication. Personal data contained in such publications shall be kept on the website of the competent authority for the period which is necessary in accordance with the applicable data protection rules. * * * Commission implementing Regulation (EU) 2016/347 of 10 March 2016 ( ITS 347 ) Article 1 21

22 Definitions For the purposes of this Regulation, the following definition shall apply: electronic means are means of electronic equipment for the processing (including digital compression), storage and transmission of data, employing wires, radio, optical technologies, or any other electromagnetic means. Article 2 Format for drawing up and updating the insider list 1. Issuers, emission allowance market participants, auction platforms, auctioneers and auction monitor, or any person acting on their behalf or on their account, shall ensure that their insider list is divided into separate sections relating to different inside information. New sections shall be added to the insider list upon the identification of new inside information, as defined in Article 7 of Regulation (EU) No 596/2014. Each section of the insider list shall only include details of individuals having access to the inside information relevant to that section. 2. The persons referred to in paragraph 1 may insert a supplementary section into their insider list with the details of individuals who have access at all times to all inside information ( permanent insiders ). The details of permanent insiders included in the supplementary section referred to in the first subparagraph shall not be included in the other sections of the insider list referred to in paragraph The persons referred to in paragraph 1 shall draw up and keep the insider list up to date in an electronic format in accordance with Template 1 of Annex I. Where the insider list contains the supplementary section referred to in paragraph 2, the persons referred to in paragraph 1 shall draw up and keep that section updated in an electronic format in accordance with Template 2 of Annex I. 4. The electronic formats referred to in paragraph 3 shall at all times ensure: a) the confidentiality of the information included by ensuring that access to the insider list is restricted to clearly identified persons from within the issuer, emission allowance market participant, auction platform, auctioneer and auction monitor, or any person acting on their behalf or on their account that need that access due to the nature of their function or position; b) the accuracy of the information contained in the insider list; c) the access to and the retrieval of previous versions of the insider list. 5. The insider list referred to in paragraph 3 shall be submitted using the electronic means specified by the competent authority. Competent authorities shall publish on 22

23 their website the electronic means to be used. Those electronic means shall ensure that completeness, integrity and confidentiality of the information are maintained during the transmission. Article 3 SME growth market issuers For the purposes of Article 18(6)(b) of Regulation (EU) No 596/2014, an issuer whose financial instruments are admitted to trading on an SME growth market shall provide the competent authority, upon its request, with an insider list in accordance with the template in Annex II and in a format that ensures that the completeness, integrity and confidentiality of the information are maintained during the transmission. Article 4 Entry into force This Regulation shall enter into force on the day following that of its publication in the Official Journal of the European Union. It shall apply from 3 July